Common use of Exercise of Preemptive Rights Clause in Contracts

Exercise of Preemptive Rights. (a) Each Preferred Shareholder shall have the right and option, for a period of fifteen (15) days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase all or any portion of its pro rata share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the maximum number of Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Shares owned by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basis.

Exercise of Preemptive Rights. The Preemptive Investors shall have twenty (a20) days from their receipt of such Initial Notice to elect to purchase a portion of the Equity Securities being offered. Each Preferred Shareholder Preemptive Investor shall have the right and optionto purchase such Preemptive Investor’s pro rata share, for a period based on the ratio of fifteen (15i) days after delivery the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Preemptive Offer Notice Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Acceptance PeriodPro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), to elect then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase all or any portion of its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata share basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the Issuance Securities (and any shares of its Affiliates’ pro rata share of the Issuance Securities not purchased Preferred Stock held by such Affiliates) at Electing Investors), the purchase price and on the terms and conditions stated in the Non-electing Investor’s Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice Pro Rata Share (the “Preemptive Acceptance NoticeOver-Allotment”) ). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice to the Company within and stating therein the Preemptive Acceptance Period specifying the maximum number quantity of Issuance Equity Securities such Preferred Shareholder will purchaseto be purchased. If Subject to compliance with applicable securities laws (including that any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects Person to exercise such rights with respect whom an apportionment is proposed to less than its pro rata share be made is an “accredited investor” as that term is defined in Rule 501(a) of the Issuance SecuritiesSecurities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) each Preemptive Investor shall be entitled to purchase from apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an additional number of Issuance Securities equal to investment in an entity that competes with the product of (x) the aggregate number of Excess Securities (defined below) Company, and (yiii) a fraction, such apportionment would not result in the numerator of which is Company being required to file reports with the total amount of Preference Shares owned by such Fully Participating Shareholder on the date Commission pursuant to 13(g) of the Preemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basisExchange Act.

Exercise of Preemptive Rights. (a) Each holder of Preferred Shareholder Shares shall have the right and optionright, for exercisable by such holder through the delivery of a written notice (a “Preemptive Acceptance Notice”) to the Company within a period of fifteen (15) 15 days after delivery the date of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect purchase up to purchase all or any portion of its pro rata share Pro Rata Share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying Notice shall specify the maximum number of Issuance Securities such holder of Preferred Shareholder Shares will purchase. The failure of a holder of Preferred Shares to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall be deemed to be a waiver of such holder’s preemptive rights under this Section 4.3 with respect to the relevant Preemptive Offer. If any holder of Preferred Shareholder Shares does not exercise or is deemed to have waived its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share Pro Rata Share of the Issuance Securities, any holder of Preferred Shareholder Shares that has elected to exercise its preemptive rights under this Section 4.3 with respect to its full pro rata share Pro Rata Share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company up to an additional number of Issuance Securities equal to the product of (xi) the aggregate number of Issuance Securities over which no holder of Preferred Shares has exercised its preemptive rights under this Section 4.3 (“Excess Securities (defined belowSecurities”) and (yii) a fraction, the numerator of which is the total amount number of Preference Shares owned held by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount number of Preference Shares owned held by all of the Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a an as-converted, fully diluted basisbasis as of the date of the Preemptive Offer Notice.

Exercise of Preemptive Rights. The Manager (a) Each Preferred Shareholder with the prior written consent of Members holding a majority of the Residual Percentages), may from time to time cause the Company to issue new Membership Interests (“Offered Membership Interests”), and each Member shall have the right and option, for (a period of fifteen (15) days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance PeriodRight”), to elect ) to purchase all or any part of its ratable portion of its pro rata share any Offered Membership Interests (calculated as set forth in subsections (i), (ii) and (iii) below); provided, however, that the Manager may issue without the consent of any Members, and Members shall have no Preemptive Right with respect to, new Membership Interests issued in connection with the Company’s acquisition of Private Placement Units in connection with the closing of the IPO. The Company shall give written notice of any proposed issuance or sale of Offered Membership Interests (the “Additional Issuance Securities (and any of its Affiliates’ pro rata share Notice”) to each of the Issuance Securities not purchased by such Affiliates) at Members specifying the purchase price total amount of capital to be raised, the type of Membership Interests to be issued and on the material terms and conditions stated in pertaining thereto, including the Preemptive Offer Noticeprice and proposed issuance date. Each Preferred Shareholder Member may accept exercise its Preemptive Right to purchase its ratable portion of the Preemptive Offer Offered Membership Interests by delivering a written notice (the a “Preemptive Acceptance Rights Notice”) to the Company within ten days following receipt of the Additional Issuance Notice. A Preemptive Acceptance Period specifying Rights Notice shall state that the maximum number Member shall purchase such Offered Membership Interests on the terms specified in the Additional Issuance Notice and indicating the amount and type, if applicable, of Issuance Securities Offered Membership Interests such Preferred Shareholder will Member wishes to purchase. Any Preemptive Rights Notice so delivered shall be binding upon delivery and irrevocable by the applicable Member. If any Preferred Shareholder a Member does not exercise deliver a Preemptive Rights Notice to the Company within such ten day period the Member shall not have the right to purchase its preemptive rights under ratable portion of Offered Membership Interests pursuant to this Section 4.3 or elects 3.08. The ratable portion of Offered Membership Interests initially offered to exercise such rights with respect to less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) each Member shall be entitled to purchase from determined based on such Member’s Founder Shares Percentage, Private Placement Units Percentage or Residual Percentage, as applicable, determined by multiplying the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Shares owned by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basis.Offered Membership Interests by

Exercise of Preemptive Rights. (a) Each Preferred Shareholder Preemptive Rightholder shall have the right and optionright, for exercisable by such holder through the delivery of a written notice (a “Preemptive Acceptance Notice”) to the Company within a period of fifteen (15) 15 days after delivery the date of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect purchase up to purchase all or any portion of its pro rata share Pro Rata Share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying Notice shall specify the maximum number of Issuance Securities such Preferred Shareholder Preemptive Rightholder will purchasepurchase (which may be less than, equal to, or greater than such Preemptive Rightholder’s Pro Rata Share of the Issuance Securities, up to the total number of Issuance Securities). The failure of a Preemptive Rightholder to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall constitute a waiver of such Preemptive Rightholder’s preemptive rights under this Section 4.3 with respect to the relevant Preemptive Offer. If any Preferred Shareholder Preemptive Rightholder does not exercise or has waived its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share Pro Rata Share of the Issuance Securities, any Preferred Shareholder Preemptive Rightholder that has elected to exercise its preemptive rights under this Section 4.3 with respect to at least its full pro rata share Pro Rata Share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company up to an additional number of Issuance Securities equal to the product of (xi) the aggregate number of Issuance Securities over which no Preemptive Rightholder has exercised its preemptive rights under this Section 4.3 (“Excess Securities (defined belowSecurities”) and (yii) a fraction, the numerator of which is the total amount number of Preference Shares owned held by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount number of Preference Shares owned held by all of the Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a an as-converted, fully diluted basisbasis as of the date of the Preemptive Offer Notice. The Company shall continue to offer additional pro rata portions to Fully Participating Shareholders choosing to purchase their full pro rata portion of such Excess Securities under this Section 4.3(a) until the earlier of (A) all Issuance Securities have been purchased by the Preemptive Rightholders or (ii) all Preemptive Rightholders have purchased the maximum number of Issuance Securities indicated in their respective Preemptive Acceptance Notice.

Exercise of Preemptive Rights. (a) Each Preferred Shareholder shall have the right and option, for a period of fifteen (15) days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase all or any portion of its pro rata share of the Issuance Securities (and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Offer by delivering a written notice (the “Preemptive Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the maximum number of Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Preferred Shares owned by such Fully Participating Shareholder on the date of the Preemptive Offer, and the denominator of which is the total amount of Preference Preferred Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (for both the numerator and the denominator) on a fully diluted basis.